FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

Exhibit 10.19

FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “ Amendment ”), dated as of September 24, 2008, is by and among MORTON’S OF CHICAGO, INC. , an Illinois corporation, (the “ Borrower ”), MORTON’S RESTAURANT GROUP, INC. , a Delaware corporation (the “ Parent ”), those Subsidiaries of the Parent identified as a “Guarantor” on the signature pages hereto (together with the Parent, the “ Guarantors ”), and WACHOVIA BANK, NATIONAL ASSOCIATION , as administrative agent for the Lenders (as defined below) under the Credit Agreement (defined below) (in such capacity, the “ Administrative Agent ”).

WITNESSETH

WHEREAS , the Borrower, the Guarantors, the lenders party thereto (the “ Lenders ”) and the Administrative Agent are parties to that certain Credit Agreement dated as of February 14, 2006, as previously amended, modified or supplemented by that certain First Amendment to Credit Agreement dated as of June 1, 2007, that certain Second Amendment to Credit Agreement dated as of October 9, 2007 and that certain Third Amendment to Credit Agreement dated as of February 27, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”; capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement as amended hereby);

WHEREAS , the Borrower desires to join certain Domestic Subsidiaries set forth on Schedule 1 attached hereto (the “ Non-Joined Subsidiaries ”) to the Credit Agreement as Additional Credit Parties as required pursuant to Section 5.10 of the Credit Agreement;

WHEREAS , to the extent any Non-Joined Subsidiary did not become a Guarantor as may be required pursuant to Section 5.10 of the Credit Agreement, an Event of Default may exist under the Credit Agreement (the “ Potential Event of Default ”) and the Administrative Agent (on behalf of the Required Lenders) has agreed to waive any such Potential Event of Default on a one-time basis;

WHEREAS , the Credit Parties have requested that the Administrative Agent (on behalf of the Required Lenders) agree to amend certain provisions of the Credit Agreement as described herein; and

WHEREAS, the Administrative Agent (on behalf of the Required Lenders) has agreed to the amendments and are willing to grant such waiver as requested by the Credit Parties, subject to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENT TO CREDIT AGREEMENT

1.1 Adjusted Leverage Ratio . The definition of “Adjusted Leverage Ratio” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

““ Adjusted Leverage Ratio ” shall mean, with respect to the Parent and its Subsidiaries on a consolidated basis for the twelve-month period ending on the last day of any fiscal quarter of the Parent, the ratio of (a) the sum of (i) Funded Debt of the Parent and its Subsidiaries (other than Excluded Joint Ventures) on the last day of such period plus (ii) the product of eight (8) multiplied by Consolidated Rent Expense (excluding that portion of Consolidated Rent Expense attributable to Excluded Joint Ventures) to (b) Consolidated EBITDAR for such period.”

1.2 Consolidated Fixed Charges . The definition of “Consolidated Fixed Charges” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

““ Consolidated Fixed Charges ” shall mean, for any period, the sum of (i) the portion of Consolidated Interest Expense (excluding that portion of Consolidated Interest Expense attributable to Excluded Joint Ventures) paid or payable in cash during such period plus (ii) Scheduled Funded Debt Payments (excluding that portion of Scheduled Funded Debt Payments attributable to Excluded Joint Ventures) for such period plus (iii) amounts paid or payable in cash in respect of federal, state, local and foreign income, value added and similar taxes by the Parent and its Subsidiaries (other than Excluded Joint Ventures) on a consolidated basis for such period (reduced by the amount of any refund of such taxes during such period) plus (iv) Consolidated Rent Expense (excluding that portion of Consolidated Rent Expense attributable to Excluded Joint Ventures) for such period plus (v) dividends, stock repurchases and other Restricted Payments (in each case, other than Parent Share Repurchases made pursuant to Section 6.10(d)(i), 6.10(d)(ii) and 6.10(g)) made in cash by the Parent and its Subsidiaries (other than Excluded Joint Ventures) during such period, all as determined in accordance with GAAP. For the avoidance of doubt, separation payments made to Allen Bernstein pursuant to his Employment Separation Agreement shall not be included in the calculation of Consolidated Fixed Charges.”

1.3 Consolidated Net Income . The definition of “Consolidated Net Income” in Section 1.1 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:

“Consolidated Net Income shall include net income attributable to an Excluded Joint Venture only to the extent such Excluded Joint Venture distributes such net income to a Credit Party or a Subsidiary (other than an Excluded Joint Venture).”

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1.4 Excluded Joint Ventures . Section 1.1 of the Credit Agreement is hereby amended by adding the following defined term thereto in the appropriate alphabetical order:

““ Excluded Joint Venture ” shall mean any (a) Subsidiary of a Credit Party that is a joint venture between a Credit Party or a Subsidiary, on one hand, and a third party that is not a Credit Party, Subsidiary or Affiliate thereof, on the other hand, established in connection with the start-up, opening and operation of new restaurant locations and (b) any Subsidiary of an entity described in clause (a) hereof; provided , that with respect to any such joint venture or Subsidiary thereof, no Indebtedness or other obligations of such Excluded Joint Venture or Subsidiary shall be recourse to any Credit Party or Subsidiary (other than such Excluded Joint Venture or Subsidiary).”

1.5 Indebtedness . Section 6.1(j) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(j) (1) Indebtedness of Excluded Joint Ventures; provided , that with respect to any such joint venture, no Indebtedness or other obligations of such Excluded Joint Venture shall be recourse to any Credit Party or Subsidiary (other than such Excluded Joint Venture) and (2) other Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $5,000,000;”

1.6 Restricted Payments .

(a) Clause (d)(i) of Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(i) repurchase Capital Stock, or warrants, options or other rights to acquire Capital Stock, of the Parent in an aggregate amount not to exceed $2,000,000 in any fiscal year of the Parent and $10,000,000 during the term of this Agreement and”

(b) Clause (g) of Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(g) the Parent may repurchase Capital Stock, or warrants, options or other rights to acquire Capital Stock, of the Parent in an aggregate amount not to exceed $6,000,000 during the term of this Agreement; provided , that with respect to any fiscal year of the Parent, the Parent may not make any such repurchases pursuant to this clause (g) during such fiscal year until the Credit Parties have completely exhausted the baskets for Restricted Payments set forth in Section 6.10(d)(i) and 6.10(d)(ii) (including any amounts available thereunder carried forward from previous fiscal years) for such fiscal year; provided , further , it is hereby understood and agreed that repurchases of Capital Stock by the Parent in 2008 shall be applied to the baskets set forth in clauses 6.10(d)(i) and 6.10(d)(ii) prior to use of the basket for repurchases of Capital Stock in this clause 6.10(g).”

(c) A new clause (h) is hereby added to Section 6.10 of the Credit Agreement to read as follows:

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“(h) an Excluded Joint Venture may (1) make Restricted Payments ratably to the holders of its Capital Stock according to their respective ownership interests and (2) make Restricted Payments to the owners of its Capital Stock to the extent required by the organizational documents governing the operation of such Excluded Joint Venture.”

(d) The last sentence of Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Notwithstanding the foregoing, the Parent shall not be permitted to repurchase Capital Stock, or warrants, options or other rights to acquire Capital Stock, of the Parent, whether pursuant to clause 6.10(d), 6.10(g) or otherwise, in excess of $20,000,000 during the term of this Agreement.”

ARTICLE II

WAIVER

2.1 Waiver of Potential Event of Default .

Notwithstanding the provisions of the Credit Agreement to the contrary, the Administrative Agent (on behalf of the Required Lenders) hereby waives (the “ Waiver ”), on a one-time basis, the Potential Event of Default so long as the Credit Parties shall within thirty days of the Fourth Amendment Effective Date cause (i) each Non-Joined Subsidiary to become a Guarantor under the Credit Agreement by way of execution of a Joinder Agreement and (ii) deliver to the Administrative Agent substantially the same documentation required pursuant to Sections 4.1(b)-(e) and 5.12 of the Credit Agreement and such other documentation as the Administrative Agent may reasonably request. Failure to comply with the foregoing shall constitute an Event of Default.

The Waiver shall be effective only to the extent specifically set forth herein and shall not (i) be construed as a waiver of any breach or default other than as specifically waived herein nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (ii) affect the rights of the Lenders to demand compliance by the Borrower with all terms and conditions of the Credit Agreement in all other instances, (iii) be deemed a waiver of any transaction or future action on the part of the Borrower requiring the Lenders’ or Required Lenders’ consent or approval under the Credit Agreement or (iv) except as waived hereby with respect to the Potential Event of Default, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other document executed or delivered in connection therewith, whether arising as a cons